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Buy Sell Agreement For Small Business
"I need a Buy Sell Agreement For Small Business to sell my Singapore-based food distribution company with 15 employees and annual revenue of SGD 2.5M, with completion planned for March 2025, including specific provisions for inventory management and supplier contracts."
1. Parties: Identifies and defines the buyer and seller entities, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, nature of the business being sold, and the parties' intentions
3. Definitions: Key terms used throughout the agreement including defined terms for assets, business, completion date, and purchase price
4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and detailed description of what is being sold
5. Completion: Timeline, location, and mechanics of closing the transaction, including conditions precedent and completion obligations
6. Warranties and Representations: Seller's assertions about the business condition, assets, liabilities, and compliance with laws
7. Indemnities: Protection against specific identified risks and allocation of liabilities between parties
8. Confidentiality: Protection of sensitive business information and terms of the transaction
1. Employee Matters: Provisions regarding the transfer of employees, their benefits, and obligations
2. Intellectual Property: Specific provisions for the transfer of IP rights, licenses, and related assets
3. Non-Compete: Restrictions on seller's future business activities and protection of goodwill
4. Earn-out Provisions: Mechanisms for additional payments based on future business performance
5. Tax Matters: Allocation of tax liabilities and obligations between parties
1. Asset Schedule: Comprehensive list of tangible and intangible assets being transferred
2. Financial Statements: Recent financial reports and statements of the business being sold
3. Property Schedule: Details of any real estate or leasehold properties involved in the sale
4. Contract Schedule: List of key contracts, licenses, and permits being transferred
5. Employee Schedule: Details of employees, their terms of employment, and benefits
6. Intellectual Property Schedule: Inventory of all IP assets including trademarks, patents, and copyright materials
7. Completion Checklist: List of documents and actions required at completion
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